1301 McKinney Street, Suite 2100
Houston, Texas 77010
June 10, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attn: H. Roger Schwall
Re: | Memorial Resource Development Corp. |
Registration Statement on Form S-1, as amended
File No. 333-195062
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Memorial Resource Development Corp., a Delaware corporation (the Company), hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 2:00 p.m. (EST) on June 12, 2014, or as soon thereafter as is practicable.
The Company hereby acknowledges that:
1. Should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and
3. The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact the undersigned at (713) 588-8370 or Shar Ahmed or John Goodgame of Akin Gump Strauss Hauer & Feld LLP at (713) 220-8126 or (713) 220-8144, respectively, with any questions you may have concerning this request and please contact any one of them by telephone call when this request for acceleration has been granted.
Division of Corporation Finance
Mr. H. Roger Schwall
June 10, 2014
Very truly yours, | ||
Memorial Resource Development Corp. | ||
By: | /s/ Kyle N. Roane | |
Name: Kyle N. Roane | ||
Title: Vice President, General Counsel and Corporate Secretary |
cc: | Shar Ahmed, Akin Gump Strauss Hauer & Feld LLP |
John Goodgame, Akin Gump Strauss Hauer & Feld LLP
Doug McWilliams, Vinson & Elkins L.L.P.